Corporate Governance Report for the year 2013-14
Safety, Health and Environment Committee
The Safety, Health and Environment Committee of the Board was constituted on 25th June, 2009 to oversee the policies and their implementation across Tata Steel Group. The main remit of the Committee is to:
- Review operational performance, anticipate potential issues and provide support in setting direction for improvements;
- Reduce carbon emissions per tonne of steel produced; and
- Functional health, safety and environmental team would provide a coordinated and effective specialist advisory support to the said Committee.
Three meetings of the Safety, Health and Environment Committee were held during the Financial Year 2013-14.
The composition of the Safety, Health and Environment Committee and the details of the meetings attended by the Directors are given below:
| Date of Meeting | Mr. Jacobus Schraven Chairman, Independent, Non-Executive |
Mr. S. M. Palia* Member, Independent, Non-Executive |
Mr. B. Muthuraman Member, Not Independent, Non-Executive |
Mr. H. M. Nerurkar** Member, Not Independent, Executive |
Dr. Karl-Ulrich Koehler Member, Not Independent, Non-Executive |
Mr. Subodh Bhargava # Member, Independent, Non-Executive |
Mr. T. V. Narendran ## Member, Not Independent, Executive |
| 10th July, 2013 | Yes | NA | Yes | No | Yes | NA | NA |
| 12th November, 2013 | Yes | NA | No | NA | Yes | NA | Yes |
| 10th February, 2014 | Yes | NA | Yes | NA | Yes | Yes | Yes |
| * | Stepped down as member w.e.f. 25th April, 2013 |
| ** | Retired on 31st October, 2013 |
| # | Appointed as Member w.e.f. 13th November, 2013 |
| ## | Appointed as Member w.e.f. 6th November, 2013 |
Company Secretary acts as the Secretary of the Safety, Health and Environment Committee.
Committee of Investments and Projects
The Committee of Investments and Projects was constituted on 11th July, 2012 to approve placing of large orders of equipment, plant and machinery relating to the projects and monitor the progress of the projects.
Six meetings of the Committee of Investments and Projects were held during the Financial Year 2013-14.
The composition of the Committee of Investments and Projects and the details of the meetings attended by the Directors are given below:
| Date of Meeting | Mr.Ishaat Hussain Chairman, Not Independent, Non-Executive |
Mr.Cyrus P. Mistry Member, Not Independent, Non-Executive |
Mr.S.M. Palia* Member, Independent, Non-Executive |
Mr.H.M. Nerurkar** Member, Not Independent, Executive |
Mr.Koushik Chatterjee Member, Not Independent, Executive |
Mr.TV Narendran*** Member, Not Independent, Executive |
| 9th April, 2013 | Yes | Yes | Yes | Yes | Yes | NA |
| 22nd May, 2013 | Yes | Yes | NA | Yes | Yes | NA |
| 11th July, 2013 | Yes | Yes | NA | Yes | Yes | NA |
| 12th August, 2013 | Yes | Yes | NA | Yes | Yes | NA |
| 11th November, 2013 | Yes | Yes | NA | NA | Yes | Yes |
| 13th December, 2013 | Yes | Yes | NA | NA | Yes | Yes |
| * | Stepped down as member w.e.f. 25th April, 2013. |
| ** | Retired on 31st October, 2013. |
| *** | Appointed as member w.e.f. 6th November, 2013. |
The Committee of Directors has been re-constituted on 6th November, 2013 to approve certain routine matters such as Opening and Closing of Bank Accounts of the Company, to grant Powers of Attorney to the Officers of the Company, to appoint representatives to attend general meetings or through postal ballot on behalf of the Company etc. The composition of this Committee as on 31st March, 2014 is – Mr. Cyrus P. Mistry (Chairman), Mr. B. Muthuraman (Member), Mr. Ishaat Hussain (Member), Mr. Koushik Chatterjee (Member) and Mr. T. V. Narendran (Member).
The business of the Committee is transacted by passing Circular Resolutions which are placed before the Board at its next meeting.
6. General Body Meetings
- Location and time, where last three Annual General Meetings (AGMs) were held:
- No Extra-Ordinary General Meeting of the shareholders was held during the year.
- Special Resolutions passed in previous three Annual General Meetings:
- At the last Annual General Meeting held on 14th August, 2013, no Special Resolution was passed.
- At the Annual General Meeting held on 14th August, 2012, no Special Resolution was passed.
- At the Annual General Meeting held on 3rd August, 2011, Special Resolution for commission to Directors other than the Managing and whole-time Directors was passed unanimously.
| Financial Year | Details of Location | Date & Time |
| 2012-13 | Birla Matushri Sabhagar, | 14th August, 2013 at 3:00 p.m. |
| 2011-12 | 19, Sir Vithaldas Thackersey Marg, | 14th August, 2012 at 3.00 p.m. |
| 2010-11 | Mumbai-400 020. | 3rd August, 2011 at 3.00 p.m |
None of the items to be transacted at the ensuing meeting is required to be passed by postal ballot.
7. Disclosures
- The Board has received disclosures from key managerial personnel relating to material, financial and commercial transactions where they and/or their relatives have personal interest. There are no materially significant related party transactions which have potential conflict with the interest of the Company at large.
- The Company has complied with the requirements of the Stock Exchanges, SEBI and other statutory authorities on all matters relating to capital markets during the last three years. No penalties or strictures have been imposed on the Company by the Stock Exchanges, SEBI or other statutory authorities relating to the above.
- The Company has adopted a Whistle Blower Policy and has established the necessary mechanism in line with Clause 7 of the Annexure 1D to Clause 49 of the Listing Agreement with the Stock Exchanges, for employees to report concerns about unethical behaviour. No personnel has been denied access to the Ethics Counsellor/Chairman of the Audit Committee.
- The Company has fulfilled the following non-mandatory requirements as prescribed in Annexure 1D to Clause 49 of the Listing Agreement with the Stock Exchanges:
- The Company has set up a Remuneration Committee. Please see para 4 for details.
- The Company has moved towards a regime of unqualified financial statements.
Reconciliation of Share Capital Audit
- Pursuant to Clause 47(c) of the Listing Agreement with the Stock Exchanges, certificates, on half-yearly basis, have been issued by a Company Secretary-in-Practice for due compliance of share transfer formalities by the Company.
- A Company Secretary-in-Practice carried out a Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited and Central Depository Services (India) Limited ("Depositories") and the total issued and listed capital. The audit confirms that the total issued/paid-up capital is in agreement with the aggregate of the total number of shares in physical form and the total number of shares in dematerialised form (held with Depositories).
8. Means of Communication
Quarterly/Half-yearly results –
The quarterly/half-yearly and annual results of the Company are published in the newspapers and posted on the website of the Company. As a part of the Green initiative, the quarterly/half-yearly results are sent by email to Shareholders whose email ids are registered with the Depositories/Registrars and Transfer Agents of the Company.
Results-
The quarterly/half-yearly and annual results along with the Segmental Report are generally published in The Indian Express, Financial Express, Nav Shakti, Free Press Journal, Loksatta, Nav Bharat and also displayed on the website of the Company www.tatasteel.comshortly after its submission to the Stock Exchanges.
Presentation to Institutional Investors or to analysts –
Official news releases and presentations made to Institutional Investors and analysts are posted on the Company's website.
Annual Report –
Annual Report containing inter alia, Audited Annual Accounts, Consolidated Financial Statements, Directors' Report, Auditors' Report and other important information is circulated to the members and others entitled thereto. The Annual Report is also available on the Company's website in a freely downloadable format.
Management Discussion & Analysis Report (MD&A Report) -
The MD&A Report forms a part of the Directors' Report. All matters pertaining to industry structure and developments, opportunities and threats, segment/product wise performance, outlook, risks and concerns, internal control and systems, etc., are discussed in the said Report.
Intimation to Stock Exchanges -
All price sensitive information and matters which are material and relevant to shareholders are intimated to all the Stock Exchanges where the securities of the Company are listed.
Corporate Filing and Dissemination System (CFDS), BSE Online and NSE Electronic Application Processing System (NEAPS) -
In accordance with Clause 52 of the Listing Agreement, all disclosures and communications to BSE Limited and National Stock Exchange of India Limited are filed electronically through CFDS website www.corpfiling.co.in. The Company also submits to NSE all quarterly compliances, disclosures and communications through NSE's NEAPS portal. The Company further has complied with filing submissions through BSE's BSE Online portal.
Company's Corporate Website -
The Company's website is a comprehensive reference on Tata Steel's management, vision, mission, policies, corporate governance, corporate sustainability, investor relations, sales network, updates and news. The section on 'Investors' serves to inform the shareholders, by giving complete financial details, shareholding patterns, corporate benefits, information relating to stock exchanges, registrars & transfer agents and frequently asked questions. Investors can also submit their queries and get feedback through online interactive forms. The section on 'Media' includes all major press reports and releases, awards, campaigns.